Notice

NOTES:

  1. The relative Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013, in respect of the business under Item Nos. 5 to 13 above, are annexed hereto. The relevant details of directors seeking appointment/re-appointment under Item Nos. 3, 4, and 6 to 12 above, as required by Clause 49 of the Listing Agreements entered into with the Stock Exchanges are also annexed.
  2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. Proxies, in order to be effective, must be received at the Company's Registered Office not less than 48 hours before the meeting. Members are requested to note that a person can act as a proxy on behalf of members not exceeding 50 and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. In case a proxy is proposed to be appointed by a member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder.
  3. The Register of Members and Transfer Books of the Company will be closed from Wednesday, 16th July, 2014 to Tuesday, 22nd July, 2014 (both days inclusive).

  4. If dividend on Ordinary Shares as recommended by the Board of Directors is passed at the meeting, payment of such dividend will be made on and from 19th August, 2014 to those members whose names are on the Company's Register of Members after giving effect to valid transfers in respect of transfer requests lodged with the Company on or before Wednesday, 16th July, 2014. In respect of Ordinary Shares held in electronic form, the dividend will be paid to the beneficial owners of shares as at the end of business hours on 15th July, 2014, as per details furnished by the Depositories for this purpose.
    Shareholders are requested to provide their bank details to facilitate payment of dividend, etc., either in electronic mode or for printing on the payment instruments.
  5. Shareholders desiring any information as regards the Accounts are requested to write to the Company at an early date so as to enable the management to keep the information ready at the meeting.
  6. As per the provisions of the Companies Act, 2013, facility for making nominations is available to the members in respect of the shares held by them. Nomination forms can be obtained from the Company's Registrars and Transfer Agents by Members holding shares in physical form. Members holding shares in electronic form may obtain Nomination forms from their respective Depository Participant.
  7. Pursuant to Section 205A of the Companies Act, 1956, all unclaimed/unpaid dividends upto the financial year ended 31st March, 1996 have been transferred to the General Revenue Account of the Central Government. Shareholders, who have not yet encashed their dividend warrant(s) for the said period, are requested to forward their claims in prescribed Form No. II to The Companies Unpaid Dividend (Transfer to General Revenue Account of the Central Government) Rules, 1978 to

    Office of Registrar of Companies
    Central Government Office Bldg.,
    'A' Wing, 2nd Floor, Next to Reserve Bank of India,
    CBD, Belapur 400 614.

    Consequent upon amendment to Section 205A of the Companies Act, 1956 and introduction of Section 205C by the Companies (Amendment) Act, 1999, the amount of dividend for the subsequent years remaining unpaid or unclaimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company shall be transferred to the Investor Education and Protection Fund (IEPF) set up by the Government of India and no payments shall be made in respect of any such claims by the IEPF.
    Accordingly, the Company has transferred to the IEPF all unclaimed/unpaid dividends in respect of the financial years 1995-96 to 2005-06. Members who have not yet encashed their dividend warrant(s) for the financial years ended 31st March, 2007 onwards, are requested to make their claims to the Company accordingly, without any delay. It may be noted that the unclaimed dividend for the financial year 2006-07 declared on 29th August, 2007 can be claimed by the shareholders by 28th August, 2014.
  8. In accordance with the Companies Act, 2013 read with the Rules, the Annual Reports are sent by electronic mode to those members whose shareholding is in dematerialised format and whose email ids are registered with the Depository for communication purposes. The members holding shares in physical form and who have not registered their email ID are requested to register their email ID addresses with TSR Darashaw Pvt. Ltd., the Company's Registrars and Transfer Agents.
  9. To support the 'Green Initiative', the Members who have not registered their e-mail addresses are requested to register the same with TSR Darashaw Pvt. Ltd./Depositories.

Process for members opting for e-voting is as under:

In compliance with the provisions of Section 108 of the Companies Act, 2013, and the Rules framed thereunder, the Members are provided with the facility to exercise their vote at the 107th Annual General Meeting (AGM) by electronic means and the business may be transacted through e-voting services provided by National Securities Depository Ltd. (NSDL).

The instructions for e-voting are as under:

  1. In case a Member receives an e-mail from NSDL (for Members whose e-mail addresses are registered with the Company/ Depositories):
    1. Open the e-mail and also open PDF file namely "TSL e-voting.pdf" with your Client ID or Folio No. as password. The said PDF file contains your user ID and password for e-voting. Please note that the password is an initial password.
    2. Open the internet browser and type the following URL: https://www.evoting.nsdl.com.
    3. Click on Shareholder – Login.
    4. If you are already registered with NSDL for e-voting then you can use your existing user ID and password.
    5. If you are logging in for the first time, please enter the user ID and password provided in the PDF file attached with the e-mail as initial password.
    6. The Password Change Menu will appear on your screen. Change to a new password of your choice, making sure that it contains a minimum of 8 digits or characters or a combination of both. Please take utmost care to keep your password confidential.
    7. Once the e-voting home page opens, click on e-voting Active e-Voting Cycles.
    8. Select "EVEN" (E-Voting Event Number) of Tata Steel Limited which is 100436. Now you are ready for e-voting as Cast Vote page opens.
    9. Cast your vote by selecting appropriate option and click on "Submit" and also "Confirm" when prompted.
    10. Upon confirmation, the message "Vote cast successfully" will be displayed.
    11. Once the vote on the resolution is cast, the Member shall not be allowed to change it subsequently.
    12. Institutional shareholders (i.e., other than individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/JPG format) of the relevant Board Resolution/Authority letter, etc., together with attested specimen signature of the duly authorised signatory(ies) who are authorised to vote, to the Scrutinizer through e-mail to tsl.scrutinizer@gmail.com, with a copy marked to evoting@nsdl.co.in.
    13. In case of any queries, you may refer the Frequently Asked Questions (FAQs) - Shareholders and e-voting user manual – Shareholders, available at the downloads section of www.evoting.nsdl.com.
  2. In case a Member receives physical copy of the Notice of AGM (for Members whose email addresses are not registered with the Company/Depositories):
    1. Initial password is provided in the enclosed ballot form: EVEN (E-Voting Event Number), user ID and password.
    2. Please follow all steps from SI. No. (ii) to SI. No. (xiii) above, to cast vote.
  3. Other Instructions:
    1. The e-voting period commences on Wednesday, 6th August, 2014 (9.00 a.m. IST) and ends on Friday, 8th August, 2014 (5.30 p.m. IST). During this period, Members of the Company, holding shares either in physical form or in dematerialised form, as on 20th June, 2014, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, he shall not be allowed to change it subsequently.
    2. The voting rights of Members shall be in proportion to their shares of the paid up equity share capital of the Company as on 20th June, 2014 and as per the Register of Members of the Company.
    3. Mr. P. N. Parikh of Parikh & Associates, Practicing Company Secretaries (Membership No. FCS 327), has been appointed as the Scrutinizer to scrutinize the e-voting process (including the Ballot Form received from the Members who do not have access to the e-voting process) in a fair and transparent manner.
    4. The Scrutinizer shall, within a period not exceeding three working days from the conclusion of the e-voting period, unblock the votes in the presence of at least two witnesses not in the employment of the Company and make a Scrutinizer's Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.
    5. Members who do not have access to e-voting facility may send duly completed Ballot Form (enclosed with the Annual Report) so as to reach the Scrutinizer appointed by the Board of Directors of the Company, at TSR Darashaw Private Limited, 6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai 400 011, in the enclosed postage pre-paid self-addressed envelope, not later than Friday, 8th August, 2014 (5.30 p.m. IST). Ballot Forms deposited in person or sent by post or courier at the expense of the Member will also be accepted.
      Members have the option to request for physical copy of the Ballot Form by sending an e-mail to csg-unit@tsrdarashaw.com by mentioning their Folio/DP ID and Client ID No. However, the duly completed Ballot Form should reach the Scrutinizer not later than Friday, 8th August, 2014 (5.30 p.m. IST).
      Ballot Form received after this date will be treated as invalid.
      A Member can opt for only one mode of voting i.e., either through e-voting or by Ballot. If a Member casts votes by both modes, then voting done through e-voting shall prevail and Ballot shall be treated as invalid.
    6. The results declared along with the Scrutinizer's Report shall be placed on the Company's website www.tatasteel.com and on the website of NSDL www.evoting.nsdl.com within two days of the passing of the resolutions at the hundred and seventh AGM of the Company on Thursday, 14th August, 2014 and communicated to BSE Limited and National Stock Exchange of India Limited, where the shares of the Company are listed.

By Order of the Board of Directors

A ANJENEYAN
Company Secretary &
Chief of Compliance

Mumbai, 14th May, 2014.

Registered Office:
Bombay House,
24, Homi Mody Street, Fort,
Mumbai-400 001.
CIN: L27100MH1907PLC000260
Website: www.tatasteel.com